It has been close to a decade since commercials and music video director turned filmmaker Jonathan Glazer released his sophomore feature film, “Birth.” Following his slick and stylish debut, the gangster flick “Sexy Beast,” the film marked a leap forward stylistically, with longer takes, a bold visual approach and a carefully considered integration of narrative and score. And now with his third film, “Under The Skin,” Glazer has again pushed the language of his filmmaking into bold and truly exciting places.

It has been close to a decade since commercials and music video director turned filmmaker Jonathan Glazer released his sophomore feature film, “Birth.” Following his slick and stylish debut, the gangster flick “Sexy Beast,” the film marked a leap forward stylistically, with longer takes, a bold visual approach and a carefully considered integration of narrative and score. And now with his third film, “Under The Skin” (our review) Glazer has again pushed the language of his filmmaking into bold and truly exciting places. (Indeed, check out our 5 Reasons Why It's One Of The Best Films Of The Year).

While the premise—which follows an alien disguised as a sexually attractive woman who hunts and captures men across the Scottish countryside—might seem like a sci-fi B-movie on paper, that’s merely the starting point for Glazer. An audacious, guerilla-style shoot saw lead actress Scarlett Johansson play her character and interact with members of the public who didn’t know they were being filmed (willing participants signed releases afterward). The end result is a film that marries Glazer’s always unique and dazzling visual sequences with an immersive, nearly documentary-style film that explores both the power and vulnerability of human nature and even of nature itself.

It’s a hard film to put into words, even after you’ve seen it, but when we caught up with Jonathan Glazer at the Toronto International Film Festival for a brief chat, we had him attempt to do just that. And it was a fascinating conversation with a helmer who has created one of the most distinctive pictures to arrive in quite some time.

"Once we understood that the way to make this film was to put Scarlett Johansson in disguise and drop her into the world and photograph as covertly as could, I began to serve that."

Congratulations on the film. I'm a huge fan of “Birth” too, but that was nine years ago. What's been going on?
I've been working hard on “Under The Skin” actually, all that time. I’d like to say there were other projects I've made or have fallen through but they haven't. I’ve been working very hard on getting this together. I had a third child, that going on, but this project has really held me for those years and it's been a very long process of finding out what it was, finding the right language for it. The writing has taken an enormous amount of time. Then of course, there's issues of money.

What element of Michel Faber's book made you believe there was a movie in there?
I think it was definitely her, it was the central character. I liked her very much, but the character in the film is so different. I read the book once, maybe one and a half times, but the things that hooked me in, I remember getting from the book and I think are absolutely present in the film in a new body. They're still there, they rhyme on some level. There was a lot about the book that I was interested in. The first draft was a much more faithful adaptation. It really wasn't until after that process that I kind of realized I didn't want to make a faithful adaptation at all.

So I would say her for sure. The fact she releases the victims—that were caged in the book, fattened up with potatoes and such—it was a very different telling, but I liked her releasing them. There was a thing in the book to do with the word "mercy" that was written in the ground that surprised her. I liked it being in Scotland as well, it felt really vivid, where the story took place. Those were the things that were the pillars from the book that hold up this movie as well.

What struck me about the film is that there's very little dialogue. And dialogue that is there, tends to be secondary to the sound design and score. Did you strip down the dialogue as the writing process continued?
There were scenes that [co-writer[ Walter [Campbell] and I wrote in the screenplay that we ended up making the film from, which were three or four pages of dialogue, that's just not how I shot it and it didn't need to be. A lot of that dialogue was there really for people to read, for the script to be coherent. Once we understood that the way to make this film was to put [Scarlett Johansson] in disguise and drop her into the world and photograph as covertly as could, I began to serve that, so it was very easy to throw three pages of dialogue out because, her with a guy she had just picked up who doesn't even know he's being filmed, that dialogue is going to depart from anything you can think of.

So where did that decision come in to approach this on the sly, shooting with non-actors?
I think you commit to this character as an alien in human form, and there are so many tropes that you are trying to avoid. You're looking for fresh ground somewhere, and really as you try to analyze this carefully, how do you do that? It became very clear to me that it was about a conceit, it was about filming it and making the form and kind of content be the same thing. Like trying to create a Trojan horse—which is what she is as a character in the story—and filming it and photographing it in exactly the same way, would serve that narrative. So they become inextricably linked.

At the beginning of the movie in the brilliant opening sequence you hear the word "film" repeated, is that an admission by you the filmmaker that what you're experiencing is a construct?
Let me tell you the origin of that, I really admire your insight, it's fantastic, but I can't lay claim to that. Scarlett had to learn how to speak with an English accent, she had to learn how to drive on the other side of the road, she had to have costume, wig, makeup, all that stuff. So in the ten days before we started filming, she was going through her prep and one of the exercises was to learn how to speak with an English accent, she worked with a voice coach who invented this phonetic system of repeating word fragments. And I said, Can I come in and listen to Scarlett doing her stuff?" So what you're doing is you're watching a parallel of watching your actress in disguise and being prepped to go out in the world. It becomes part of your film and you look at it and I thought, "That's fantastic." I heard Scarlett saying those words and I thought I'm going to use that. So the words that Scarlett says, "film" is one of the words that Scarlett says, but by pure chance. So I can't take credit for that.